Mercalot Inc. (0002029014) (Filer)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2026

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

MERCALOT INC.

(Exact name of registrant as specified in its charter)

MERCALOT INC.

C/ de l’Illa Formentera, 54, Quatre Carreres,

46026 Valencia, Spain

Telephone: +13072630861

Email: [email protected]

(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wyoming Registered Agent

1621 Central Ave

Cheyenne, WY 82001

Telephone: +1 (307) 637-5151

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒       No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   ☒ No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐       No ☒

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,735,200 common shares issued and outstanding as of October 26, 2026.

MERCALOT INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION

The accompanying interim financial statements of Mercalot Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

Mercalot Inc.

UNAUDITED CONDENSED BALANCE SHEETS

See accompanying notes, which are an integral part of these financial statements

Mercalot Inc.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the three months ended September 30, 2026 and 2025

See accompanying notes, which are an integral part of these financial statements

Mercalot Inc.

UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the three months ended September 30, 2026 and 2025

See accompanying notes, which are an integral part of these financial statements

Mercalot Inc.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended September 30, 2026 and 2025

See accompanying notes, which are an integral part of these financial statements

Mercalot Inc.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

September 30, 2026

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Mercalot Inc. (“the Company”) was incorporated on April 24, 2024, under the laws of the State of Wyoming. We provide an informational online commerce and classifieds platform, also known as online marketplace. We have purchased a mobile application known as “SafeDeal Connect”, which is already working and in use. We also have a website that serves as a representation of our application and provides users with information about its functions. Our executive and business office is located at C/ de l'Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.

Note 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company had accumulated deficit of $79,219 as of September 30, 2026, and had a net loss of $8,851 for the three months ended September 30, 2026. The Company had an accumulated deficit of $68,488 as of September 30, 2025, and a net loss of $30,192 for the three months ended September 30, 2025. The Company had a working capital deficit of $77,399 as of September 30, 2026 and $70,900 as of June 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional capital to fund its operating expenses. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. The condensed balance sheet as of June 30, 2026 has been derived from the audited financial statements as of that date. These interim financial statements should be read in conjunction with the Company’s audited financial statements and notes for the fiscal year ended June 30, 2026. The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2027.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Mercalot Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Cash and Cash Equivalents

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

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Fair Value of Financial Instruments

ASC topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:        defined as observable inputs such as quoted prices in active markets.

Level 2:        defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:        defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Due to its short-term nature, the carrying value of cash, director loans and issuance of common stock approximated fair value at September 30, 2026.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. The Company believe to have potential dilutive effects with warrants, convertible debt, etc. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended September 30, 2026 and 2025 there were no potentially dilutive debt or equity instruments issued or outstanding.

Revenue Recognition, Deferred revenue

The Company recognizes revenue in accordance with ASC topic 606 “Revenue Recognition”. ASC 606 is an accounting standard that governs when and how companies recognize revenue from customer contracts, based on a five-step model that focuses on the transfer of control of goods or services to the customer. The core principle is to recognize revenue when it is earned, which is when the performance obligation is satisfied, not necessarily when cash is received. The five steps are: identify the contract, identify performance obligations, determine the transaction price, allocate the price to performance obligations, and recognize revenue as the performance obligation is satisfied. We are generating income through in-app advertising, by selling a banner advertising in “SafeDeal Connect” mobile application (AppStore) to our customers.

Deferred revenue is a liability that represents money received for goods or services that have not yet been delivered. It is also called unearned revenue, because the payment has been received but is not yet "earned" according to accounting principles. Once the product or service is delivered, a portion of the deferred revenue is moved from the balance sheet to the income statement as earned revenue. Functional currency of operations is USD.

Intangible assets

Intangible assets consist of identifiable non-monetary assets without physical substance. The Company capitalizes costs associated with acquired intangible assets and amortizes finite-lived intangible assets using the straight-line method over their estimated useful lives. On May 15, 2024, we entered into a Mobile Application and Website Purchase Agreement with LABRIS LIMITED, pursuant to which a fully functional mobile application and website was developed for us. The Company estimates a five-year useful life for its mobile application and website.

Segment Reporting

In accordance with ASC 280, “Segment Reporting,” the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews the Company’s operating results and makes decisions regarding the allocation of resources and assessment of performance. The Company operates as a single operating segment. Accordingly, all financial information required under ASC 280 is included in the accompanying financial statements and notes thereto.

Recent Accounting Pronouncements

ASU 2024-03, Income statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Financial Accounting Standards Board update requiring public business entities to disaggregate specific income statement expenses in tabular format within footnote disclosures. Known as DISE, it aims to give investors greater transparency into cost structures. Core Requirements: Disclose specific categories like inventory purchases, employee compensation, depreciation, and intangible amortization; provide descriptions for remaining undistributed amounts within relevant expense captions; applies exclusively to public business entities; excludes private companies and not-for-profits. Effective dates annual reports: fiscal years beginning after December 15, 2026. Effective dates interim periods: Interim reporting periods beginning after December 15, 2027.

ASU 2025-06, Intangibles, Goodwill and Other Internal Use Software (Subtopic 350-40): Targeted Improvements to The Accounting for Internal Use Software. Modernizes accounting for internal-use software by removing prescriptive, stage-based rules in favor of a more principles-based framework that better reflects modern software development methods like agile. Key changes include superseding the separate guidance for website development, bringing it into the main internal-use software guidance, and requiring all capitalized internal-use software costs to follow the disclosure rules for fixed assets (like buildings and equipment) rather than intangibles. The ASU is effective for annual periods starting after December 15, 2027, with early adoption permitted.

We have reviewed all recently issued, but not yet effective and thus not disclosed here, accounting pronouncements and we do not believe any of those pronouncements will have a material impact on the Company’s financial position, results of operations or cash flows.

Note 4 – INTANGIBLE ASSETS

In connection with the initial development of mobile application and website, on May 15, 2024, we entered into a Mobile Application and Website Purchase Agreement with LABRIS LIMITED, pursuant to which a fully functional mobile application and website was developed for us. The total consideration paid under this agreement was $47,000 and it was fully paid. The mobile application and website are currently operated. We intend to continue evaluating and implementing improvements to the functionality of our application as part of our ongoing operations.

Note 5 – RELATED PARTY TRANSACTIONS

As of September 30, 2026, the Company owed $57,081 to the Company’s directors: $199 to Blas Mayor Reyes and $56,882 to Isabel Marin Vargas, for the Company’s working capital needs. This loan is unsecured, non-interest bearing and due on demand.

Our business office was provided by our officer and president Mr. Mayor Reyes for free use, without any payment. Based on current market rates for similar office spaces in the Valencia area, the approximate dollar value of this office space is $600 per month or $7,200 per year.

Related party payables represent amounts owed to Isabel Marin Vargas, for consulting services provided under a Consulting Agreement effective May 1, 2024. Under the terms of the agreement, the Company pays a monthly consulting fee of $1,000. During the three months ended September 30, 2026, the Company recognized consulting expense of $3,000 under this agreement. As of September 30, 2026, the outstanding related party payable was $29,000. As of September 30, 2025, the outstanding related party payable was $17,000.

Note 6 – COMMON STOCK

As of September 30, 2026, the Company had 5,735,200 shares issued and outstanding.

As of September 30, 2025, the Company had 5,735,200 shares issued and outstanding.

Note 7 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable (if any). No such event or amounts have been accrued in the financial statements with respect to any litigation or other claim matters.

Note 8 – INCOME TAXES

The components of the Company’s provision for Federal income tax for the three months ended September 30, 2026 and 2025 as follows:

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $79,219 as of September 30, 2026 and $70,368 as of June 30, 2026, for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

Note 9 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to September 30, 2026 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those projected in forward-looking statements.

GENERAL INFORMATION

Mercalot Inc. was incorporated on April 24, 2024 under the laws of the state of Wyoming. We are a company that provides an e-commerce and classifieds platform, which is also known as online marketplace. We have purchased a mobile application known as “SafeDeal Connect”, which is already working, but we also intend to add more features to make the app better and offer wide range of services.

Currently, we have no employees, only our officers and directors, Mr. Blas Mayor Reyes and Ms. Isabel Marin Vargas. Our executive and business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.

Our business is an online platform that combines the ability to place offers and orders for services, creating a convenient environment for interaction between buyers and service providers. “SafeDeal” aims to ensure the reliability and security of the entire process: from searching to dealings. The application strives to become a reliable partner that will support the user at every step. Our mission is to develop a convenient and secure platform. Starting in the Spanish market, we have significant plans for expansion into the broader European market. 

Marketplace platforms hold immense relevance and importance in today’s interconnected and digital world. These platforms, where buyers and sellers converge to exchange goods, services, and ideas, play a pivotal role in shaping the modern economy. Here is why they are so significant:

Global Connectivity: marketplace platforms break down geographical barriers, connecting individuals and businesses on a global scale, meaning that sellers can reach a vast audience, and buyers can access a diverse range of products and services from around the world.

Economic Empowerment: these platforms empower individuals and small businesses by providing a level playing field, allowing entrepreneurs to easily set up virtual storefronts, reaching potential customers without the need for a physical presence; this democratization of commerce contributes to economic empowerment.

Efficiency and Convenience: marketplace platforms streamline the buying and selling process, making it efficient and convenient by allowing users to browse, compare, and make a deal with just a few clicks, eliminating the traditional hassles associated with commerce.

Diverse Product and Service Offerings: our marketplace platform offers a comprehensive range of services and products, organized into the following categories:

By offering a diverse selection of goods and services, our platform aims to serve a wide range of consumer preferences, from individual creators and small businesses to consumers looking for unique products and professional services. This diversity enhances our marketplace’s inclusiveness and caters to both digital and physical product needs.

Innovation Hub: these platforms often serve as hubs for innovation, where entrepreneurs can test new ideas, products, or services without significant upfront costs, fostering a culture of creativity and continuous improvement.

Data-Driven Insights: the data generated by marketplace platforms provide valuable insights into consumer behavior, market trends, and preferences, allowing businesses to make informed decisions and tailor their offerings to meet customer demands.

“SafeDeal” app is new and convenient online marketplace, where every seller can find their buyer and every customer can find what they need. The platform provides an opportunity for both sellers and buyers to place ads for goods and services they want to sell or buy. By combining accessibility, efficiency, and trust, the application transforms the way people in Spain engage in buying and selling, shaping a more connected and empowered society. We provide our customers with a user-friendly application that caters to both seasoned service providers and sellers and newcomers alike. The interface is designed with simplicity in mind, ensuring a smooth and intuitive experience for users of all backgrounds. Whether you’re looking to sell pre-loved items, discover unique treasures, or engage in professional service providing, “SafeDeal” has you covered. Here are services that we can offer in our application:

There are also several features that we intend to successfully implement in the future:

For a better understanding of how the “SafeDeal” app works, let’s consider two scenarios of using the app:

We plan to constantly expand the functionality of our services to make our application more attractive for our consumers. We have purchased the mobile application from LABRIS LIMITED for iOS and Android platforms and the website for total consideration of US $47,000.

The Company’s revenues are expected to be derived mostly from advertising, but there are also several revenue opportunities that we intend to use in the future, such as premium account subscriptions, paid packages for the contractors, affiliate programs, analytics and data, additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience.

RESULTS OF OPERATIONS

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

For the three months ended September 30, 2026 we generated $8,260 of revenue. We have incurred $17,111 of operating expenses for the three months ended September 30, 2026. For the three months ended September 30, 2025 we generated $5,560 of revenue. We have incurred $35,752 of operating expenses for the three months ended September 30, 2025. Increase in revenue amount in 2026 compared to 2025 period is due to attracting new clients and receiving additional revenue from selling a banner advertising. Decrease in operating expenses amount for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 is due to decrease in professional fees.

We have not attained profitable operations and are dependent upon obtaining financing to pursue our business plan and our business operations. So, for these reasons, there is substantial doubt that we will be able to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance is $25,502 as of September 30, 2026. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Isabel Marin Vargas and Blas Mayor Reyes, our directors, who verbally agreed and entered into a Loan Agreement on April 26, 2024, that they may be willing to provide funds required to maintain the reporting status and to implement our business plan in a form of a non-secured loan until minimum required proceeds are obtained by the Company. Management believes that if the Company cannot maintain its reporting status with the SEC and implements even a part of the Company’s business plan, they will have to cease all efforts directed towards the company. As such, your investment previously made may be lost in its entirety.

We have entered into the Mobile Application and Website Purchase Agreement with LABRIS LIMITED, Office 4, 219 Kensington High Street, Kensington, London County, W8 6BD England (the “Developer”) for the amount of $47,000.

Currently, we have a working mobile application for Android and IOS platforms, known as “SafeDeal Connect”. The address in Play Market is https://play.google.com/store/apps/details?id=sdc.connect and in App Store – https://apps.apple.com/us/app/safe-deal-connect/id6477819843. We also have a website (safedealconnect.com/) for informational purposes only. It provides users with information about the “SafeDeal” app, our company and contacts. In addition, we plan to refine it, expand its functionality and implement a lot of new useful features and systems.

As of September 30, 2026, our total assets were $51,334. Total assets were comprised of $25,502 in current assets and $25,832 in intangible assets.

As of September 30, 2026, our total liabilities were $102,901 and Stockholders’ deficit was $51,567.

As of June 30, 2026, our total assets were $58,245. Total assets were comprised of $30,061 in current assets and $28,184 in intangible assets.

As of June 30, 2026, our current liabilities were $100,961 and Stockholders’ deficit was $42,716.

CASH FLOWS FROM OPERATING ACTIVITIES

For the three months ended September 30, 2026 net cash used in operating activities was negative $4,559 due to its net loss $8,851 and increase in amortization of $2,352; increase in accounts payable-related party of $3,000 and decrease in deferred revenue of $1,060.

For the three months ended September 30, 2025 net cash flows used in operating activities was negative $23,400 due to its net loss $30,192 and increase in amortization of $2,352; increase in accounts payable-related party of $3,000 and increase in deferred revenue of $1,440.

CASH FLOWS FROM INVESTING ACTIVITIES

For the three months ended September 30, 2026 we have generated no cash from investing activities.

For the three months ended September 30, 2025 we have generated no cash from investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the three months ended September 30, 2026 net cash flows provided by financing activities was $0.

For the three months ended September 30, 2025 net cash flows provided by financing activities was $0.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

None

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

None

None

None

None

During the quarter ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

The following exhibits are included as part of this report by reference:

SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 27, 2026.

Pursuant to the requirements of the Exchange Act of 1934, this quarterly report has been signed by the following persons in the capacities and on the dates indicated.